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                            December 20, 2023

       Brian Thomas, Ph.D.
       Chief Executive Officer
       Metagenomi Technologies, LLC
       1545 Park Avenue
       Emeryville, CA 94608

                                                        Re: Metagenomi
Technologies, LLC
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted December
11, 2023
                                                            CIK 0001785279

       Dear Brian Thomas:

            We have reviewed your amended draft registration statement and have
the following
       comment.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Use of Proceeds, page 94

   1.                                                   We note that you intend
to fund IND-Enabling studies for "certain of [your] current
                                                        programs" with the
proceeds from this offering. Please revise to specify which programs
                                                        you intend to fund with
proceeds from the offering.
              Please contact Jenn Do at 202-551-3743 or Angela Connell at
202-551-3426 if you have
       questions regarding comments on the financial statements and related
matters. Please contact
       Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any
other questions.




                            Sincerely,
 Brian Thomas, Ph.D.
Metagenomi Technologies, LLC
December 20, 2023
Page 2
FirstName LastNameBrian Thomas, Ph.D.
                                            Division of Corporation Finance
Comapany NameMetagenomi Technologies, LLC
                                            Office of Life Sciences
December 20, 2023 Page 2
cc:       Edwin M. O'Connor, Esq.
FirstName LastName